Winslow Leach is an aspiring singer/songwriter who's quite thrilled when powerful music producer, Swan (Paul Williams, who wrote all the film's songs), expresses interest in using his music — a rock version of Faust — to open The Paradise, the ultimate rock theater. However, Winslow quickly finds out that Swan wants absolutely nothing to do with him after taking his music. While Winslow gets lucky the first time he sneaks into Swan's mansion (by meeting Phoenix, a cute wannabe singer), he isn't so fortunate the second time, where he's beaten up by Swan's men, framed for drug dealing, and sent to prison for life.

Life in prison isn't so kind to Winslow. His teeth are extracted for experimental purposes, and he winds up with a set of sharp metal replacements. One day, when he hears one of his Faust songs on the radio— watered down into cutesy pop and performed by Swan's most popular band, The Juicy Fruits— he goes insane and manages to escape prison, he even manages to terrorize Swan's offices and the thugs who beat him up, but ends up in a freak accident with a record press, severely deforming his face and damaging his vocal chords. Angry and desperate, Winslow heads to The Paradise and dons a cape and a mask, now becoming the titular Phantom. He attempts to kill The Juicy Fruits (now retooled into "The Beach Bums") with a bomb, but fails. When he confronts Swan alone shortly thereafter, he's put off-balance by Swan's now conciliatory manner.

Swan not only gives Winslow a shiny new voice box, but the opportunity to have his music produced properly. Winslow agrees, but only if Phoenix can be the only one to sing his songs. Swan agrees and insists that Winslow sign a contract with his own blood. However, Swan doesn't care to keep his promises and instead hires glam-rocker Beef to perform with "The Undead" (previously The Beach Bums). Outraged, Winslow decides to take matters into his own hands...and discovers Swan's plans for Phoenix — and his very nature — are even worse than he thought.

Compare and contrast The Rocky Horror Picture Show, another 1970s rock musical that tackles horror themes (albeit in a much spoofier manner) and was considered a failure when it first came out, but is now a cult classic. (Also, both films were by 20th Century Fox and the actress who played Phoenix played Janet in Shock Treatment, leading some fans to see all three films as a loose trilogy.)

This film contains examples of:

A Chat with Satan: Satan talks to Swan when he attempts to kill himself in a bathtub.

Affably Evil: Swan, fitting his name and role as being the head of a Record Company that destroys everyone it touches.

All Part of the Show: The audiences at the Paradise apparently think everything is this, including Beef's death and the chaos at the wedding in the end.

Ambidextrous Sprite: Winslow loses his right eye in the record-press accident that disfigures him, and the right eye on his Phantom mask is covered with smoked glass while his eye is often pointedly shown through the left eyehole. This is consistent in the movie itself, but promotional materials often show the Phantom glaring at the viewer through the right eye-hole in his mask.

And I Must Scream: Swan's would-be fate for Winslow. He bricks Winslow into his tiny basement studio and because Winslow signed the contract and cannot die he would be trapped there forever.

Winslow Leach's name is ironic considering that the success of the Paradise is dependent on Swan leeching from Leach's work.

Phoenix's name highlights her character arc. This comes to the fore with Beef being burnt to a crisp before she symbolically rises from the ashes of his failure. She's also the only named character who survives, mirroring the phoenix's status as immortal.

Swan is as regal and luxurious as the implicit cultural implications given by his name. As well as resembling an inversion of the ugly duckling tale seeing as he becomes more and more monstrous, from a personality perspective, as the movie goes on. Swans are also known to be much more vicious than their appearance lets on.

Beef's name stands out among these; he's the only one named after a dead animal and the first one to die.

The Phantom's mask is also reminiscent of a stylized Owl, or similar Bird of Prey, making the Love Triangle very avian themed.

Aside Glance: While singing "Special To Me", Phoenix repeatedly stares into the camera, holding her gaze even when turning away. One almost gets the feeling she's flirting with it.

Attempted Rape: Philbin to Phoenix during her "audition." Thankfully, she gets away.

Awesome, but Impractical: Swan's desk. It's a giant, round gold record with the Death label. Since the desk is about a dozen feet wide and the only place for Swan to sit is dead centre, he must have to scramble across the top of it.

We also see a fashion version in Beef's wooden platform shoes. When he trips on his microphone cord, he has a lot of trouble getting up.

Bait-and-Switch: For much of the first act, Swan's face always off camera, with his gloved hands visible. This can easily lead to the audience assuming he is the Phantom of the title. And then we do see his face. Lo and behold, Winslow turns out to be the Phantom.

Berserk Button: Winslow is very protective of his music and gets very angry when it is not performed the way he wants it, by whom he wants to perform it. This is even before he becomes The Phantom, in an early scene he puts Philbin through a wall for suggesting that The Juicy Fruits might perform his songs.

Black and Grey Morality: It's the horrible, merciless music producer Swan versus the mentally unstable and vengeful Winslow Leech, though they end up working together at different points of the film.

Careful with That Axe: Part of the Glam Rock (Alice Cooper/KISS style theatrics) show features the guitars as literal axes, "dismembering" an audience member, along with several musical shrieks.

Clumsy Copyright Censorship: A rather unfortunate case. Swan's record label, Swan Song, was featured in many scenes, including long shots and panning shots. At about the same time they were filming, Led Zeppelin manager Peter Grant started a realrecord label with the name, and beat Phantom by a couple months with their first album release. Grant threatened to block release of the film, so De Palma and his editor very poorly covered up the offending words with the new label name, Death Records. Even worse, several long take scenes with too much movement were reedited so as to not show the original name, wasting the long single take shots. That name was everywhere.Luckily, the original takes survive in the hands of a fan, though who knows if they'll ever be used in a future release.

The opening number, "Goodbye Eddie" by the Juicy Fruits, tells the story of a singer who commits suicide right after his first album is released so his struggling mother and sister can profit from the resulting publicity.

Swan attempts to do this with Phoenix at the climax, having her killed during the finale of the Faust rock opera.

Deal with the Devil: Swan made a deal with the Devil so that he wouldn't age. He also has his bands and singers sign contracts to him, not allowing them to die until he does. The catch is that he must film himself each day of his life and watch the results daily(in which he looks and sounds wretched), or the deal breaks; Winslow finds this out and destroys the reels, leaving Swan vulnerable.

Also the story of Faust, as presented in-universe in Winslow's music.

Death Wail: Winslow's shriek of rage when he discovers Swan's second betrayal.

Beef: That was something trying to get out of its premature grave, and I don't wanna be here when it does.

Deconstruction: Of the myth of the music industry. Most artist's success is thanks to the hard work of writers who are more than likely screwed over by the producers and companies, fame can get into anyone's heads, and the companies control their artists by giving them a steady supply of drugs. Which is in complete contrast to the belief that artists write their own record-making hits, real rock stars never sell out, and that the stars have a friendly relationship with their 'bosses'.

Depraved Dentist: All of the inmates at the prison Winslow Leach is sent to have their teeth removed and replaced with metal ones, because of an experimental health procedure funded by the Big Bad.

Dramatic Unmask: Averted. Winslow removes his mask as he approaches Phoenix, but she's the only one who cares. The crowd just thinks it's part of the show.

Fatal Method Acting: An In-Universe example when Beef is murdered by electrocution onstage and the crowd cheers it on, thinking it's part of the show.

Genre Shift: a mid-song example. As Swan attempts to find someone to perform Winslow's music, he watches several different artists perform sections of the song, each taking up exactly where the last one left off, and none of them for more than a line or two. You'll never think of genre the same way again after watching it.

Girl-on-Girl Is Hot: Swan likes his female auditionees to have sex with each other for his own enjoyment.

Glamour Failure: Swan refuses to be photographed or recorded by anyone but his lackeys because though he has eternal youth from his Deal with the Devil, he shows up the way he truly looks and sounds on film.

The Piano Player: Winslow at the beginning of the film before Swan "discovers" him.

Government Drug Enforcement: If by "Government" you mean "Record Company". Death Records does this with all there musicians, for example when one of The Beach Bums complains that he's too sick to sing, Philbin just shoves some pills down his throat and shoves him back on stage. That said He wasn't just "sick", he heard the ticking from the bomb.

Also happens later with Beef, when he doesn't want to perform because of the Phantom.

Reality Ensues: Turns out that if you give your song to a music producer with no legal contract, you will be screwed over.

Scary Teeth: Winslow Leach having his teeth replaced with sharp stainless steel teeth while he was in prison.

Sequel Escalation: A kind of in-film example, with Swan's public shows. The first in the film features a singer bloodlessly miming harakiri on stage. The second involves dummy audience members being hacked up by the singers and turned into a Frankenstein-like man. This show ends with said man being electrocuted on stage. The final show, the wedding, features a man being shot in the head, the Phantom's wounds re-opening, and Swan himself being graphically stabbed to death on live TV, with the theater audience themselves finally climbing up to take part in it all.

Soul Jar: Winslow's contract with Swan, and the tape of Swan making his contract with the Devil.

Sparse List of Rules: The contract that Winslow Leach signs with Swan is presented as a thick paper manuscript. Winslow only asks about one or two of the entries, including the all encompassing "All articles that are excluded shall be deemed included."

Stylistic Suck: "Upholstery," which shares the same melody as Winslow's beautiful "Faust" cantata, with new lyrics turning it into a vapid, materialistic Surf Rock number.

Theatre Phantom: Winslow a disfigured composer writes his music for a woman he loves so that she will perform his music. However, Swan betrays him and steals his music to open his rock palace, The Paradise. Betrayed, Winslow dons a new appearance and exacts revenge on the producer.

Villainous Breakdown: Swan, having realized he's mortal again and putrefying by the second, attempting to strangle Phoenix while raving about being promised her voice, as per the demonic contract he got her to sign, which has now been burned along with his own.

What Measure Is a Mook? : Winslow kills a few of Swan's staff members along the way, including the hapless spotlight operator, and no one seems to notice or care.

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